Diabetes among Northern Plains Indians is epidemic with Winnebago and Omaha Indians in Northeastern Nebraska having the highest age-adjusted prevalence and incidence, 8.8 and 7.7 times the respective U.S. rates. The complications of diabetes in these Tribes are also significant with crude rates for end-stage renal disease and lower extremity amputations 5.2 times and 1.8 times the U.S. rates respectively. Over 32% of school age children in these 2 Tribes are overweight - 1.3 times the U.S. rate. Surveys among school age children (K-12) in the 2 Nebraska Tribes have demonstrated a 34% rate of acanthosis nigricans (AN) associated with overweight. Also, a large proportion of these children had insulin levels greater than in the non-Indian population. Since AN is correlated with hyperinsulinemia and the subsequent development of diabetes, children with AN are at great risk for developing diabetes. Baseline data in the Cheyenne River Sioux, the comparison Tribe, in Western South Dakota indicates a prevalence rate for AN of 20%. The proposal will determine whether effective methods can be developed for weight control through appropriate nutrition education and increased activity resulting in a reduction in severity of the AN skin lesion among Winnebago and Omaha Indian children and simultaneously reduce their risk for developing diabetes. The project has 4 components: 1) adaptation of the SHAPEDOWN weight management program for American Indian children that is both family-based (for those with AN) and school-based; 2) school-based program involving the food service department and an exercise program for all children; 3) limited community-based activities which might include day camps, running/fitness workshops, and Indian dancing; and, 4) small sub-groups to determine specific metabolic effects of weight loss on AN, insulin levels, and other parameters under strictly controlled conditions. Specific elements of these 4 components regarding program design and implementation will be based on focus groups and key interviews during a needs assessment phase. In addition, all components will emphasize Tribal specific traditions and values regarding diet and exercise so that the intervention is culturally sensitive, appropriate and acceptable. Evaluation will consist of monitoring anthropometric measurements and the presence/severity of AN in both the study and comparison Tribes to determine differences in rates of weight change and in rates ,and severity of AN. Fasting blood glucose, insulin and lipids in the study Tribe will be monitored. The intervention will be implemented the final year in the comparison Tribe, the Cheyenne River Sioux.